David H. Saltzman
David Saltzman concentrates his practice on international tax matters. He advises multinational business enterprises, financial institutions, investment funds and global investors on the international and domestic tax aspects of cross-border private equity transactions, M&A, and business restructurings. Well-versed in innovative, multi-jurisdictional capital financing structures, David also regularly counsels clients on the tax aspects of financial products, capital markets transactions and investments in U.S. and non-U.S. real estate.
Recent transactions include:
- Acted for Bain Capital, as controlling consortium member, in connection with the approximately $18 billion (two trillion yen) acquisition and approximately $14 billion (1.5 trillion yen) acquisition and other financing for Toshiba Memory that was sold in a competitive auction. This transaction was awarded the 2018 "Japan Deal of the Year" and "M&A Deal of the Year" by the Asian Legal Business
- Represented Advent International in its acquisition of a majority equity stake in Walmart Brazil.
- Acted for Pfizer in its $14 billion acquisition of Medivation, a commercial-stage oncology company and in its $17 billion acquisition of Hospira, Inc, as well as in related asset dispositions.
- Represented Altice USA on $6.75bn refinancing in Connection With the Combination of its Suddenlink (Cequal) and Optimum(Cablevision) Businesses Under a Single Credit Silo.
- Acted for TESARO, an oncology focused biopharmaceutical, in its $5.1 billion sale to GlaxoSmithKline plc.
- Acted for TPG in its $8 billion sale of Par Pharmaceutical to Dublin based global specialty pharmaceutical company, Endo International plc, for a combination of cash and stock.
- Represented Shire plc in connection with its $32 billion combination with Baxalta, a business spun out of Baxter International, for a combination of cash and stock.
- Acted for Bain Capital in connection with its sale of Blackhawk Specialty Tools, a provider of equipment and services to the oil and gas industries, to Frank’s International, the Dutch oil services company.
- Represented Dunkin Brands, Inc. on its $2.6 billion whole-business securitization.
- Acted for Ironwood Pharmaceuticals, Inc. in connection with the public spinoff of Cyclerion Therapeutics, Inc. and related sponsor equity financing.
- Acted for the junior creditors and equity holder of Peermont Group, a South African developer and operator of hotels, resorts and casinos, in connection with its financial restructuring.
- Acted for the ad hoc committee of Senior Unsecured Noteholders of Towergate Insurance, a leading UK insurance intermediary, in connection with its financial restructuring.
Other recent cross-border matters include:
- Acted for Altice SA in connection with the U.S. $8.6 billion bank and bond financing and related debt and equity issuances in connection with Altice’s acquisition of a majority ownership in Cablevision, a U.S. cable systems operator.
Acted for Bain Capital, as selling shareholder, in the initial public offering of Japanese restaurant chain Skylark Co., Ltd., which valued the company at approximately $2 billion. The transaction was awarded the “2015 Equity Deal of the Year” by the ALB. Previously acted in the acquisition of Skylark Co. Ltd.
- Acted for Liberty Global plc in connection with the bank and bond financings for its $23.3 billion acquisition of Virgin Media Inc.
- Represented Mattress Firm, the largest U.S. speciality mattress retailer, in connection with its $4 billion sale to South African based international retailer, Steinhoff International.
- Acted for Cubist in its sale to Merck for $9.5 billion; previously acted in its simultaneously announced acquisitions of Trius, Optimer, and Adolor, each for cash and contingent value rights as well as in its $1.25 billion convertible note offering.
- Acted for Shire plc in its acquisition of Dyax Corp. for $5.9 billion and contingent value rights.
- Acted for Bain Capital in the sale of Domino’s Pizza Japan, Domino's Australia, and the sale of 49.9% of Bellsystem24 to Itochu Corporation.
- Acted for longtime client Genzyme Corporation, one of the world’s leading biotechnology companies, in a variety of tax matters, including, its sale to Sanofi-Aventis for $20.1 billion in cash plus CVRs.
- Represented the selling shareholders and Mexican based satellite and communications provider Satelites Mexicanos S.A. de C.V. in its 2014 sale to Eutelsat S.A. Previously, represented an ad hoc committee of Second Priority Senior Secured Noteholders in the restructuring of Satelites Mexicanos S.A. de C.V. through a prepackaged Chapter 11 plan.
- Acted for Novavax in its cross-border tender offer for the outstanding shares of Isconova, a Sweden-based public vaccine adjuvant company.
- Represented Bain Capital in its $1 billion investment in Genpact, Ltd., a Bermuda organized, NYSE listed, global business process and technology management service provider.
- Represented TPG Capital in its investment in Saxo Bank, a Danish investment firm.
- Represented URL Pharma Corp. in its sale for $800 million plus contingent consideration to Takeda Pharmaceutical Company Ltd.
- Represented Ashmore Group plc, the London Stock Exchange listed investment manager, in its acquisition of Emerging Markets Managements.
- Acted Bain Capital in connection with its $1.25 billion acquisition of MYOB in one of the largest private equity divestments ever in Australia. MYOB is Australia’s largest business software developer.
- Represented Russian Standard in connection with its strategic PIPE investment in Central European Distribution Corporation.
- Co-author, “Will Non-U.S. Executive Pay Leave U.S. Taxpayers Feeling GILTI?” Tax Notes (May 2019)
- Co-author, “Proposed Regulations Remove Tax Obstacles to Secure U.S. Domestic Corporate Borrowings,” Business Law Today (December 2018)
- Quoted, “Seven issues to watch during US tax reform,” Private Equity Real Estate (November 8, 2017)
- Quoted, “Private Equity Fights to Avoid Tax-Overhaul Hit,” WSJ Pro Private Equity (October 30, 2017)
- Quoted, “What Trump’s one-page tax-reform proposal means for private equity,” Buyouts (May 1, 2017)
- “United States Tax Aspects of Acquisitions of United States Corporations by Foreign Corporations,” Manual of Foreign Investment in the U.S. (3rd ed. West Group 2004) (co-author)
- “U.S. Tax Reforms Offer Foreign Opportunities,” Euromoney (August 2003)
- “U.S. Tax Reform's Impact on U.S. Inbound Financing by Canadian Multinationals,” TEI - Montreal's Journée Info-Juridique; Montreal, Canada (2019)
- “The Non-U.S. Response to the TCJA,” Boston University - IFA New England Spring Meeting; Boston, Massachusetts (2019)
- “Cross-Border Debt Financing following the TCJA,” 2018 IFA New England Fall Conference; Boston, Massachusetts (2018)
- “The Tax Cuts and Jobs Act: Considerations for Private Equity,” Boston Tax Forum; Boston, Massachusetts (2018)
- “Reform Under the Trump Administration: What Practitioners Should Expect,” Boston Bar Association; Boston, Massachusetts (2017)
- “Digital Economy Developments in Colombia, the United States and Latin America,” Joint Meeting of the Colombia and USA Branches of IFA; Bogotá, Colombia (2017)
- Speaker, “Into the Wilderness: Wanderings Toward International Tax Reform,” IFA New England Spring Meeting at Suffolk University Law School; Boston, Massachusetts (2017)
- Speaker, “The House Republicans’ Destination-Based Cash Flow Tax: International Considerations,” International Fiscal Association; Boston, Massachusetts (2017)
- Speaker, “Strategizing IP Ownership for the C-Suite –Tax Speak for IP Professionals,” Association of Corporate Counsel – Bay Area Chapter; Palo Alto and San Francisco, California (2016)
- Panelist, “Fiscal Policy Analytics of Treaty Shopping,” National Tax Association’s 108th Annual Conference on Taxation; Boston Massachusetts (2015)
- “Cross Border M&A,” International Fiscal Association World Congress; Basel, Switzerland (2015)
- “Controversial International Controversy,” International Fiscal Association; Boston, Massachusetts (2015)
- “Inversion Transactions: What You Need to Know,” Boston Bar Association; Boston, Massachusetts (2014)
- “Debt Versus Equity: A Fresh Look at a Classic Question,” Boston Bar Association; Boston, Massachusetts (2011)
- “Recent Developments in Cross Border Merger Rules” and “The German REIT: Lessons from the U.S.,” German American Lawyers Association; Frankfurt, Germany (2005)
- “The Societas Europaeas vs. Inspire Art Ltd,” International Bar Association Section on Business Law/American Bar Association Section on Taxation; Zurich, Switzerland (2004)
- “International Tax Developments,” Committee of Banking Institutions on Taxation; New York, New York (2002)